<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
AMENDMENT NO.: 1
Name of Issuer: Cupertino National Bancorp
Title of Class of Securities: Common Stock
CUSIP Number: 231 260 100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Bennett Lindenbaum c/o Basswood Partners, 52 Forest Avenue,
Paramus, NJ 07652; (201) 843-3644
(Date of Event which Requires Filing of this Statement)
July 3, 1996
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP No. 231260100
1. Name of Reporting Person
S.S. OR I.R.S. Identification No. of Above Person
Basswood Partners, L.P.
2. Check the Appropriate Box if a Member of a Group
(a)
(b) x
3. SEC Use Only
4. Source of Funds*
WC
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6. Citizen or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
0
9. Sole Dispositive Power:
10. Shared Dispositive Power:
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
2
<PAGE>
0%
14. Type of Reporting Person*
PN
3
<PAGE>
1. Name of Reporting Person
S.S. OR I.R.S. Identification No. of Above Person
MATTHEW LINDENBAUM ###-##-####
2. Check the Appropriate Box if a Member of a Group
(a)
(b) x
3. SEC Use Only
4. Source of Funds*
WC
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6. Citizen or Place of Organization
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
0
9. Sole Dispositive Power:
10. Shared Dispositive Power:
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
0%
4
<PAGE>
14. Type of Reporting Person*
IN
5
<PAGE>
1. Name of Reporting Person
S.S. OR I.R.S. Identification No. of Above Person
Bennett Lindenbaum ###-##-####
2. Check the Appropriate Box if a Member of a Group
(a)
(b) x
3. SEC Use Only
4. Source of Funds*
WC
5. Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
6. Citizen or Place of Organization
U.S.A.
Number of Shares Beneficially Owned by Each Reporting Person
With:
7. Sole Voting Power:
8. Shared Voting Power:
0
9. Sole Dispositive Power:
10. Shared Dispositive Power:
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares*
13. Percent of Class Represented by Amount in Row (11)
0%
6
<PAGE>
14. Type of Reporting Person*
IN
7
<PAGE>
The purpose of this Amendment No. 1 to the previously filed
Schedule 13D is to report that the beneficial ownership of
Basswood Partners, L.P., Matthew Lindenbaum and Bennett
Lindenbaum (collectively, the "Reporting Persons") in the voting
common stock (the "Common Stock") in Cupertino National Bancorp
("Cupertino") has decreased from 5.5% of the outstanding Common
Stock to 0%.
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other Consideration
As of the date hereof, the Reporting Persons are deemed
to be the beneficial owners 0 shares of Cupertino's Common Stock.
Item 4. Purpose of Transaction
No change.
Item 5. Interest in Securities of the Issuer
As of the date hereof, the Reporting Persons are deemed
to be the beneficial owners of 0 shares of Cupertino's Common
Stock. Based on Cupertino's filing on Form 10-Q on May 14, 1996,
as of April 29, 1996 there were believed to be 1,869,412 shares
of Cupertino's Common Stock outstanding. Therefore, the
Reporting Persons are deemed to be the beneficial owners of 0% of
Cupertino's outstanding shares of Common Stock. The Reporting
Persons ceased to be the beneficial owners of more than five
8
<PAGE>
percent of the outstanding Common Stock in Cupertino on July 3,
1996.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of
the Issuer
No change.
Item 7. Material to be Filed as Exhibits
Attached hereto as Exhibit A is a description of the
transactions in the Common Stock of Cupertino that were effected
by the reporting persons during the past 60 days.
Signature
The undersigned, after reasonable inquiry and to the
best of its knowledge and belief, certifies that the information
set forth in this statement is true, complete and correct.
BASSWOOD PARTNERS, L.P.
By: Basswood Management, Inc.,
its General Partner
By: /s/ Matthew Lindenbaum
Matthew Lindenbaum, President
/s/ Matthew Lindenbaum
Matthew Lindenbaum
/s/ Bennett Lindenbaum
Bennett Lindenbaum
July 15, 1996
9
<PAGE>
AGREEMENT
The undersigned agree that this Schedule 13D dated
July 15, 1996 relating to the Common Stock of Cupertino National
Bancorp shall be filed on behalf of the undersigned.
BASSWOOD PARTNERS, L.P.
By: Basswood Management, Inc.,
its General Partner
By: /s/ Matthew Lindenbaum
Matthew Lindenbaum, President
/s/ Matthew Lindenbaum
Matthew Lindenbaum
/s/ Bennett Lindenbaum
Bennett Lindenbaum
10
<PAGE>
EXHIBIT A
Daily Transactions -
Common Stock
Trade Date Number of Shares Sold Price Per Share
7/3/96 110,596 $14.50
11
00705003.AE5
